[LETTERHEAD OF ISC]
March 25, 1998
Xxxxxxxxxxx X. Xxxx and
Xxxxx X. Xxxxxxxxxx,
as Shareholders' Representatives
Re: Right of First Refusal
Dear Xxxxx and Xxx:
This letter relates to the Right of First Refusal Agreement ("ROFR Agreement"),
dated as of August 8, 1997, by and among Midwest Facility Investments, Inc.
("MFI"), Penske Motorsports, Inc. ("PMI") and the Shareholders listed on
Schedule I of such Agreement, for whom you are Shareholders Representatives.
The purpose of this letter is to set forth the understanding among the such
parties with respect to the approval of the transfer of MFI's and PMI's
respective shares of Common Stock (the "Stock") of Grand Prix Association of
Long Beach, Inc. (the "Company") pursuant to those certain Stock Purchase
Agreements, dated March 25, 1998, between Dover Downs Entertainment, Inc.
("Dover") and PMI, and Xxxxx and MFI (the "Stock Purchase Agreements"). All
capitalized terms not defined in this letter shall have the meanings assigned to
such terms in the ROFR Agreement.
As Shareholders' Representatives, Xxxxxxxxxxx X. Xxxx and Xxxxx X. Xxxxxxxxxx
hereby approve, in accordance with the ROFR Agreement, the transfer of the Stock
to Dover pursuant to and in accordance with the Stock Purchase Agreement on or
prior to April 9, 1998, subject to the following conditions:
(a) upon the sale of the Stock by MFI and PMI to Dover, the ROFR
Agreement shall terminate, and
(b) the entering into of a merger or similar agreement with the
Company, or Company's commencement of a tender offer or exchange
offer, shall not be an event resulting in a termination of those
certain standstill provisions in Section 4.10 of that certain
Stock Purchase Agreement, dated August 8, 1997, by and between
MFI and the Company.
The undersigned agrees to the foregoing.
Very truly yours,
Midwest Facility Investments, Inc.,
a Florida corporation
By: /s/ X.X.Xxxxx
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X. Xxx Xxxxx, President
Acknowledged and Agreed to this ____ day of March, 1998:
/s/ Xxxxxxxxxxx X. Xxxx
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Xxxxxxxxxxx X. Xxxx, as Shareholders' Representative
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx X. Xxxxxxxxxx, as Shareholders' Representative
